Federal Reserve Release

H.2

Actions of the Board, Its Staff, and the Federal Reserve Banks; Applications and Reports Received

No. 52 Week Ending December 26, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551

H.2 Board Actions

December 20, 1998 to December 26, 1998

Advisory Councils
Thrift Institutions Advisory Council -- appointment of seven new members and designation of William A. Fitzgerald as President and F. Weller Meyer as Vice President for 1999. - Announced, December 23, 1998

Bank Holding Companies
Carolina First BancShares, Inc., Lincolnton, North Carolina -- lift of the stay of the Federal Reserve Bank of Richmond's approval of the application to acquire Community Bank and Trust, Rutherfordton, North Carolina. - Approved, December 21, 1998 ING Group, Amsterdam, the Netherlands -- request for a temporary exemption under the Bank Holding Company Act in connection with its proposed acquisition of BHF-Bank Aktiengesellschaft, Frankfurt, Germany. - Granted, December 21, 1998

Forms
Annual Financial Statements of Nonbank Subsidiaries of Bank Holding Companies (FR Y-11I) -- revision, without extension. - Proposed, December 16, 1998 (AC) Consolidated Financial Statements for Bank Holding Companies (FR Y-9C) -extension with revision. - Proposed, December 16, 1998 (AC) Interagency Bank Merger Act Application (FR 2070) -- extension with revision. - Approved, December 20, 1998 Parent Company Only Financial Statements for Large Bank Holding Companies (FR Y-9LP) -- extension with revision. - Proposed, December 16, 1998 (AC) Parent Company Only Financial Statements for Small Bank Holding Companies (FR Y-9SP) -- extension with revision. - Proposed, December 16, 1998 (AC) Quarterly Financial Statements of Nonbank Subsidiaries of Bank Holding Companies (FR Y-11Q) -- revision, without extension. - Proposed, December 16, 1998 (AC)
(AC) = Addition or Correction Board - Page 1 of 2

H.2 Board Actions

December 20, 1998 to December 26, 1998

Enforcement
Adairsville Bancshares, Inc., Adairsville, Georgia, and Bank of Adairsville -- written agreement dated December 10, 1998, with the Federal Reserve Bank of Atlanta and the Banking Commissioner of the State of Georgia. - Announced, December 22, 1998

(AC) = Addition or Correction

Board - Page 2 of 2

H.2 Actions under delegated authority
BS&R C&CA FOMC Banking Supervision and Regulation Consumer and Community Affairs Federal Open Market Committee RBOPS IF OSDM

December 20, 1998 to December 26, 1998
Reserve Bank Operations and Payment International Fiance Office of Staff Director for Management

Bank Branches, Domestic
Kansas City Bank of Belen, Belen, New Mexico -- to establish a branch at 6000 Montgomery Blvd. NE, Albuquerque, New Mexico. - Approved, December 23, 1998 Chicago F&M Bank - Algoma, Algoma, Wisconsin -- to establish a branch at 1426 Egg Harbor Road, Sturgeon Bay, Wisconsin. - Approved, December 24, 1998 Chicago Fifth Third Bank of Central Indiana, Indianapolis, Indiana -- to establish a branch at 530 S. Indiana Street, Mooresville, Indiana. - Approved, December 15, 1998 (AC) Atlanta First Community Bank, Orange City, Florida -- to establish a branch on U.S. Highway 17-92 at the intersection of Old Daytona Road, DeLand, Florida. - Approved, December 21, 1998 San Francisco Foothill Independent Bank, Glendora, California -- to establish a branch at 515 Myrtle Avenue, Monrovia, California. - Approved, December 23, 1998 Chicago Hendricks County Bank and Trust Company, Brownsburg, Indiana -- to establish a branch at 23 S. County Road 200 E., Danville, Indiana. - Approved, December 23, 1998 Philadelphia U.S. Bank, Johnstown, Pennsylvania -- to acquire two branches from First Western Bank, National Association, New Castle, Pennsylvania, at 103 Tenth Street, Barnesboro, Pennsylvania, and 104 South Center Street, Ebensburg. - Approved, December 24, 1998
(AC) = Addition or Correction Delegated - Page 1 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Bank Holding Companies
St. Louis BancorpSouth, Inc., Tupelo, Mississippi -- waiver of notification to acquire HomeBanc Corporation, Guntersville, Alabama, and The Home Bank. - Granted, December 24, 1998 Chicago Brunsville Bancorporation, Inc., Brunsville, Iowa -- waiver of application to consolidate Brunsville Bancorporation, Inc., and Merrill Bancorporation, Inc., into a single bank holding company. - Granted, December 21, 1998 Secretary Cullen/Frost Bankers, Inc., San Antonio, Texas, and New Galveston Company, Wilmington, Delaware -- to acquire Keller State Bank, Keller, Texas. - Approved, December 22, 1998 St. Louis Enterbank Holdings, Inc., Clayton, Missouri -- to acquire shares of Argent Capital Management, LLC, and engage in financial and investment advisory activities. - Approved, December 22, 1998 Cleveland F.N.B. Corporation, Hermitage, Pennsylvania -- to acquire Guaranty Bank & Trust Company, Venice, Florida. - Approved, December 21, 1998 Director, BS&R Farmers National Bancorp, Inc., Genesco, Illinois -- transfer agent registration. - Withdrawn, December 23, 1998 Atlanta First Bancshares, Inc., Hattiesburg, Mississippi -- to acquire The First National Bank of the Pine Belt, Laurel, Mississippi. - Approved, December 24, 1998

(AC) = Addition or Correction

Delegated - Page 2 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Bank Holding Companies
Atlanta First Colony Bancshares, Inc., Alpharetta, Georgia -- request for waiver of commitment. - Granted, December 21, 1998 Minneapolis First Western Bancorp, Inc., Huron, South Dakota -- to engage in general insurance agency activities in a town with a population less than 5000 through the acquisition of Coburn Insurance Agency, Deadwood, South Dakota. - Approved, December 21, 1998 Minneapolis Fishback Financial Corporation, Brookings, South Dakota -- to acquire Pipestone Bancshares, Inc., Pipestone, Minnesota. - Approved, December 24, 1998 Dallas Metroplex North Bancshares, Inc., Employee Stock Ownership Plan, Celeste, Texas -- to acquire Metroplex North Bancshares, Inc., and The First Bank of Celeste. - Withdrawn, December 23, 1998 Chicago P&C Investments, Inc., Muscatine, Iowa -- to retain shares of Peoples National Corporation, Columbus Junction, Iowa, and acquire Community Bank, Muscatine. - Approved, December 23, 1998 Minneapolis U.S. Bancorp, Minneapolis, Minnesota -- to acquire Libra Investments, Inc., Los Angeles, California, and engage in certain securities activities. - Approved, December 24, 1998 San Francisco VIB Corporation, El Centro, California -- to acquire Bank of Stockdale, F.S.B., Bakersfield, California, and engage in the operation of a savings association. - Approved, December 23, 1998

(AC) = Addition or Correction

Delegated - Page 3 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Bank Holding Companies
Director, BS&R Wells Fargo & Company, San Francisco, California -- request for relief from a commitment made in connection with the acquisition of Wells Fargo & Company by Norwest Corporation, Minneapolis, Minnesota. - Granted, December 23, 1998

Banks, Nonmember, And Miscellaneous Institutions
Director, BS&R Popular Transition Bank, Hato Rey, San Juan, Puerto Rico -- transfer agent registration. - Approved, December 22, 1998 Dallas Stephenville Production Credit Union, Stephenville, Texas -- deregistration under Regulation U. - Approved, December 15, 1998 (AC) Director, BS&R Sunbelt Communications Company, Las Vegas, Nevada -- request to modify a commitment made in connection with the proposal to acquire an interest in Nevada First Bank. - Granted, December 23, 1998

Banks, State Member
Atlanta AmTrade International Bank of Georgia, Atlanta, Georgia -- request for waiver of commitment. - Granted, December 22, 1998 Kansas City Clayton State Bank, Clayton, Oklahoma -- to declare a dividend. - Approved, December 23, 1998 St. Louis First Illinois Bank, East St. Louis, Illinois -- payment of a dividend. - Approved, December 23, 1998

(AC) = Addition or Correction

Delegated - Page 4 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Capital Stock
Dallas American Bancshares - Red River, Inc., Coushatta, Louisiana -- redemption of shares. - Approved, December 22, 1998

Change In Bank Control
Atlanta City Financial Corporation of Tampa, Tampa, Florida -- change in bank control. - Permitted, December 24, 1998 Cleveland Second Bancorp, Warren, Ohio -- change in bank control. - Permitted, December 22, 1998 Atlanta Skylake Bankshares, Miami Lakes, Florida -- change in bank control. - Permitted, December 15, 1998 (AC) Kansas City Wood & Huston Bancshares, Inc., Marshall, Missouri -- change in bank control. - Permitted, December 24, 1998 Dallas Worth Bancorporation, Lake Worth, Texas -- change in bank control. - Permitted, December 23, 1998

Competitive Factors Reports
Dallas First Bank & Trust East Texas, Diboll, Texas -- report on competitive factors of the proposed merger with First Bank & Trust, Cleveland, Texas. - Submitted, December 24, 1998 Minneapolis First National Bank of Hudson, Woodbury, Minnesota -- report on competitive factors of the proposed merger with Merchants State Bank of North Branch, North Branch, Minnesota. - Submitted, December 23, 1998

(AC) = Addition or Correction

Delegated - Page 5 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Competitive Factors Reports
New York Kearny Federal Savings Bank, Kearny, New Jersey -- report on competitive factors of the proposed acquisition of 1st Bergen Bancorp, Wood-Ridge New Jersey, and South Bergen Savings Bank. - Submitted, December 23, 1998 St. Louis National Bank of Commerce, Memphis, Tennessee -- report on competitive factors of the proposed merger with Nashville Bank of Commerce, Nashville, Tennessee. - Submitted, December 21, 1998 San Francisco Pacific Northwest Bank, Seattle, Washington -- report on competitive factors of the proposed acquisition of Pioneer National Bank, Yakima, Washington. - Submitted, December 18, 1998 (AC) Chicago Regency Savings Bank, FSB, Naperville, Illinois -- report on competitive factors of the proposed merger with Calumet Bancorp, Inc., Dolton, Illinois, and Calumet Federal Savings and Loan Association, Chicago, Illinois. - Submitted, December 21, 1998 Richmond Security Savings Bank, Southport, North Carolina -- report on competitive factors of the proposed merger with Randleman Savings Bank, SSB, Randleman, North Carolina. - Submitted, December 21, 1998 Secretary SunTrust Bank, Nature Coast, Brooksville, Florida -- report on competitive factors of the proposed establishment of seven branches by purchasing certain assets and assuming the liabilities of the Citrus, Hernando, and Sumter Counties, Florida, branches of First Union National Bank, Charlotte, North Carolina. - Approved, December 23, 1998

(AC) = Addition or Correction

Delegated - Page 6 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Extensions Of Time
Dallas Cleburne State Bank, Cleburne, Texas -- extension to March 23, 1999, to redeem shares. - Granted, December 21, 1998 Cleveland F.N.B. Corporation, Hermitage, Pennsylvania -- extension to March 25, 1999, to acquire shares of Sun Bancorp, Inc., Selinsgrove, Pennsylvania. - Granted, December 23, 1998 Dallas Keene Bancorp, Inc., 401(K) Employee Stock Ownership Plan & Trust, Keene, Texas -- extension to March 16, 1999, to acquire Keene Bancorp, Inc., and First State Bank. - Granted, December 22, 1998 Boston Pepperell Bankshares Financial Group, Inc., Biddeford, Maine -- extension to March 23, 1999, to acquire Pepperell Trust Company. - Granted, December 22, 1998 Secretary Regulation CC -- extension to February 1, 1999, of the comment period on proposed amendments to liberalize merger transition provisions to address certain century-datechange issues (Docket No. R-1027). - Granted, December 23, 1998 Atlanta Savannah Bancorp, Inc., Savannah, Georgia -- extension to March 21, 1999, to merge with Bryan Bancorp, Inc., Richmond Hill, Georgia, and acquire Bryan Bank and Trust. - Granted, December 21, 1998 New York Summit Bank, Hackensack, New Jersey -- extension to December 16, 1999, to establish branches at 240 Route 10, East Hanover, New Jersey; 2225 North Second Street, Millville, New Jersey; and 895 Paulison Avenue, Clifton, New Jersey. - Granted, December 23, 1998
(AC) = Addition or Correction Delegated - Page 7 of 8

H.2 Actions under delegated authority

December 20, 1998 to December 26, 1998

Extensions Of Time
St. Louis Union Planters Corporation, Memphis, Tennessee, and Union Planters Holding Corporation -- extension to March 24, 1999, to acquire LaPlace Bancshares, Inc., LaPlace, Louisiana, and Bank of LaPlace of St. John the Baptist Parish, Louisiana. - Granted, December 22, 1998

International Operations
Director, BS&R Bankers Trust Corporation, New York, New York -- waiver of the remainder of the 45-day notification period to make an investment in Rhine Re Bermuda, Bermuda, and Rhine Re Guernsey, Guernsey, Channel Islands. - Granted, December 18, 1998 (AC)

Membership
Dallas Community Bank, Granbury, Texas -- to become a member of the Federal Reserve System. - Approved, December 21, 1998

Regulations And Policies
FOMC Federal Open Market Committee -- minutes of the meeting on November 17, 1998. - Published, December 23, 1998 Director, C&CA Regulation C -- determination that the exemption threshold for depository institutions that are required to report data under the Home Mortgage Disclosure Act will remain at $29 million. - Approved, December 17, 1998 (AC)

(AC) = Addition or Correction

Delegated - Page 8 of 8

District 1 Federal Reserve Bank of Boston
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type None Application

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 2 Federal Reserve Bank of New York
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type FBSEA FBSEA FBSEA Branch Application Banco de la Ciudad de Buenos Aires, Buenos Aires, Argentina, to establish a representative office in New York, New York. Moscow Narodny Bank, London, England, to establish a representative office in New York, New York. Caixa Geral de Depositos, Lisbon, Portugal, to establish a branch in New York, New York. Ending date of comment period Newspaper – N/Avail Newspaper – N/Avail Newspaper – N/Avail

Newspaper – 01/14/1999 Summit Bank, Hackensack, New Jersey, to establish branch offices at the following locations: (1) Pathmark Supermarket, 471-79 Lyons Avenue, Irvington, New Jersey; and (2) Edwards Supermarket, 01278 Route 22, Phillipsburg, New Jersey.*

* Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice Type 3(a)(1)/4(c)(8) Application Ending date of comment period

Troy Financial Corporation, Troy, New York, to become a bank Newspaper – 01/09/1999 holding company with respect to The Troy Savings Bank, Troy, Fed Reg – N/Avail New York, and to engage in certainnonbanking activities.* Cornerstone Bancorp, Inc., Stamford, Connecticut, to become a Newspaper – 01/13/1999 bank holding company through the acquisition of all voting Fed Reg – N/Avail shares of Cornerstone Bank, Stamford, Connecticut * .

3(a)(1)

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only Type 4(c)(8) Application Ending date of comment period

Skandinaviska Enskilda Banken, Stockholm, Sweden, to Fed Reg – N/Avail retain ABB Investment Management Corp., Stamford, Connecticut, and as a result, to provide investment advice.

Section IV – Applications not subject to Federal Register or newspaper notice Type Application

25A

Bankers International Corp., New York, New York, seeks to make an investment in certain special purpose entities which will engage in activities limited to financing and leasing. Bankers International Corp., New York, New York, seeks to invest through indirect special purpose subsidiaries in two United Kingdom partnerships.

25A

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 3 Federal Reserve Bank of Philadelphia
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type Branch Ending date of Application comment period Summit Bank, Bethlehem, PA, to establish 4 (four) branch 01/14/1999 offices at the Genuardi's Family Markets, located at Germantown Pike & Route 202, Norristown, Montgomery County, PA, 4275 County Line Road, Chalfont, Bucks County, PA, Old Bethlehem Pike & Moore Road, Spring House, Montgomery County, PA, and 1844 Bethlehem Pike, Flourtown, Montgomery County, PA. pursuant to section 9 of the Federal Reserve Act.

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type None Application

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 4 Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type 4(c)(8) Application Received notification from FJSB Bancshares, Inc., Ft. Jennings, OH; United Bancshares, Inc., Columbus Grove, OH; Diamond Bancshares, Inc., Antwerp, OH; Sherwood Banc Corporation, Sherwood, OH; and Pandora Bancshares, Inc., Pandora, OH on 12/22/1998 of their intent to organize Northwest Financial Services, LLC, Ft. Jennings, OH and engage in permissible nonbanking activities. Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type None Application

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 5 Federal Reserve Bank of Richmond
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type Branch Application Crestar Bank, Richmond, Virginia, to establish a branch in the Hannaford grocery store at 1356 Gaskins Road, Richmond, Virginia.* Ending date of comment period 01/04/1999

*Subject to the provisions of the Community Reinvestment Act.

Section II – Applications subject to both newspaper and Federal Register notice Type 3(a)(3) Application Ending date of comment period

Peoples Bancorporation, Inc., Easley, South Carolina, to acquire Fed Reg – 01/18/1999 Newspaper – 01/16/1999 Seneca National Bank, Seneca, South Carolina, an organizing bank.*

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type 4(c)(8) Foreign Application Cardinal Financial Corporation, Fairfax, Virginia, to engage in various securities and insurance activities. Bank of America National Trust and Savings Association, San Francisco, California, to establish a Tokyo, Japan, branch of an Agreement Corporation.

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 6 Federal Reserve Bank of Atlanta
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type 3(a)(1) Application South Georgia Bank Holding Company, Omega, Georgia, notice to become a bank holding company by acquiring South Georgia Banking Company, Omega, Georgia.

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 7 Federal Reserve Bank of Chicago
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type Branch Application Chelsea State Bank Chelsea, Michigan Branch in Dexter, Michigan Hendricks County Bank and Trust Company Brownsburg, Indiana 23 S. County Road 200 E Danville, Indiana Northern Trust Company Chicago, Illinois 1100 Pembridge Drive (Lake Forest Place) Lake Forest, Illinois First State Bank Brunsville, Iowa Farmers State Bank Merrill, Iowa 201 N. Main Street Merrill, Iowa 225 N. Floyde Avenue Hinton, Iowa Ending date of comment period Newspaper – 11/15/1998

Branch

Newspaper – 12/19/1998

Branch

Newspaper – 1/14/1999

18 (c) & Branches

Newspaper – 1/1/1999

Newspaper - Newspaper Comment Period Ending Date N/Avail - Not Available (Not yet available; Not available at this time)

Section II – Applications subject to both newspaper and Federal Register notice Type 3(a)(3) Application Bancorp of Rantoul, Inc.* Rantoul, Illinois Rossville Bancorp, Inc. Rossville, Illinois First National Bank of Rossville Rossville, Illinois Ending date of comment period Fed Reg – 12/28/1998 Newspaper – 1/9/1999

Section II – Applications subject to both newspaper and Federal Register notice Type 3(a)(3) Application First Business Bancshares, Inc.* Madison, Wisconsin Fox River Valley Bancorp, Inc. Appleton, Wisconsin First Business Bank of the Fox River Valley (in organization) Appleton, Wisconsin Fox River Valley Bancorp, Inc.* Appleton, Wisconsin First Business Bank of the Fox River Valley (in organization) Appleton, Wisconsin First Merchants Corporation* Muncie, Indiana Jay Financial Corporation Portland, Indiana First National Bank of Portland Portland, Indiana First DuPage Bancorp, Inc.* Westmont, Illinois First DuPage Bank (in organization) Westmont, Illinois Avondale Financial Corp.* Chicago, Illinois Coal City Corporation Chicago, Illinois Manufacturers National Corporation Chicago, Illinois Manufacturers Bank Chicago, Illinois First Northwest Bancorp, Inc. Arlington Heights, Illinois By Keith E. Beine, Robert J. May, Thomas S. Manfre & Paul T. Troyke Ending date of comment period Fed Reg – N/Avail Newspaper – N/Avail

3(a)(1)

Fed Reg – N/Avail Newspaper – N/Avail

3(a)(3)

Fed Reg – N/Avail Newspaper – 1/13/1999

3(a)(1)

Fed Reg – N/Avail Newspaper – N/Avail

3(a)(1)

Fed Reg – 1/14/1999 Newspaper – 1/11/1999

CIC

Fed Reg – 1/13/1999 Newspaper – 1/11/1999

* Subject to the provisions of the Community Reinvestment Act Fed Reg - Federal Register Comment Period Ending Date Newspaper - Newspaper Comment Period Ending Date N/Avail - Not Available (Not yet available; Not available at this time)

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type None Application

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number 2533119 Examination date 7/27/1998 CRA public date 12/22/1998 CRA rating S Exam type LrgBk SmBk X

Institution/Location Northside Community Bank 501 Washington Gurnee, Illinois 60031 (847) 244-5100

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 8 Federal Reserve Bank of St. Louis
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type 4(c)(8) Application Ending date of comment period

Notice by Concord EFS, Inc., Memphis, Tennessee, to acquire N/Avail. Electronic Payment Systems, Inc., Wilmington, Delaware, and thereby engage in the operation and development of automated teller machines and point of sale processing businesses and related activities, pursuant to Section 225.28(b)(14) of Regulation Y.

Section IV – Applications not subject to Federal Register or newspaper notice Type SMBOTH Application Notice by Effingham State Bank, Effingham, Illinois, to make a dividend payment.

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 9 Federal Reserve Bank of Minneapolis
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type None Application

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number 1003558 Examination date 08/24/1998 CRA public date 12/21/1998 CRA rating S Exam type LrgBk SmBk X

Institution/Location Grand Rapids State Bank Grand Rapids, Minnesota

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 10 Federal Reserve Bank of Kansas City
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type None Application Ending date of comment period

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type BP Application Kearney Commercial Bank, Kearney, Missouri, for prior approval to invest in bank premises.

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number 938653 Examination date 09/28/1998 CRA public date 12/23/1998 CRA rating S Exam type LrgBk SmBk X

Institution/Location First United Bank Parker, Colorado

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 11 Federal Reserve Bank of Dallas
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type 3(a)(1) Application Ending date of comment period

WB&T Bancshares, Inc., Duncanville, TX, to acquire WB&T Fed Reg – 01/15/1999 Delaware Bancshares, Inc., Wilmington, DE, and Western Bank Newspaper – 01/02/1999 and Trust, Duncanville, TX* (Previously reported the week ending December 19, 1998) WB&T Delaware Bancshares, Inc., Wilmington, DE, to acquire Western Bank and Trust, Duncanville, TX* (Previously reported the week ending December 19, 1998) Fed Reg – 01/15/1999 Newspaper – 01/02/1999

3(a)(1)

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only Type None Application Ending date of comment period

Section IV – Applications not subject to Federal Register or newspaper notice Type None Application

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of

District 12 Federal Reserve Bank of San Francisco
Applications and notifications filed during the week ending Saturday, December 26, 1998

Section I – Applications subject to newspaper notice only Type None Application Ending date of comment period

Section II – Applications subject to both newspaper and Federal Register notice Type 3(a)(3) Application Ending date of comment period

Western Acquisitions, LLC, and Western Acquisition Partners, Newspaper – 01/10/1999 L.P., both of Washington, D.C., to acquire West Coast Bancorp, Fed Reg – 01/07/1999 and thereby indirectly acquire Sunwest Bank, both of Tustin, California. * Eric D. Hovde, Washington, D.C., to increase his ownership up to approximately 10.3 percent of West Coast Bancorp, Tustin, California. * Hancock Park Acquisition, L.L.C., and Hancock Park Acquisition, L.P., both of Washington, D.C., to acquire The Bank of Hollywood, Hollywood, California. * Business Bank Corporation, Las Vegas, Nevada, to become a bank holding company by acquiring Las Vegas Business Bank, Las Vegas, Nevada. * Wells Fargo & Company, San Francisco, California, to acquire Mercantile Financial Enterprises, Inc., and therey indirectly acquire Mercantile Bank, N.A., both of Brownsville, Texas. * Newspaper – 12/31/1998 Fed Reg – 12/28/1998 Newspaper – 01/15/1999 Fed Reg – 01/15/1999 Newspaper – 01/13/1999 Fed Reg – 01/15/1999 Newspaper – 01/01/1999 Fed Reg – 01/22/1999

CIC

3(a)(3)

3(a)(1)

3(a)(3)

* Subject to the provisions of the Community Reinvestment Act Fed Reg - Federal Register Comment Period Ending Date Newspaper - Newspaper Comment Period Ending Date

Section III – Applications subject to Federal Register notice only Type 4(c)(8) Application Ending date of comment period

Fed Reg – N/Avail Wells Fargo & Company, San Francisco, California, together with Norwest Mortgage, Inc., and Norwest Ventures, Inc., both of Des Moines, Iowa, to sell, through a joint venture, 50 percent of MidAmerican Hoome Services Mortgage, LLC, to Iowa Realty Co., Inc., both of West Des Moines, Iowa.

Fed Reg - Federal Register Comment Period Ending Date N/Avail - Not Available (Not yet available; Not available at this time)

Section IV – Applications not subject to Federal Register or newspaper notice Type 4(c)(8) Application Wells Fargo & Company, San Francisco, California, together with Norwest Financial Services, Inc., and Norwest Financial, Inc., both of Des Moines, Iowa, to indirectly acquire certain assets of SunStar Acceptance Corporation, Dallas, Texas. Wells Fargo & Company, San Francisco, California, requested relief of certain commitments made in connection with the merger of Wells Fargo & Company, San Francisco, California, and Norwest Corporation, Minneapolis, Minnesota. California Center Bank, Los Angeles, California, to invest $250,000, in low-income housing through California Equity Fund of 1998, Los Angeles, California. California Center Bank, Los Angeles, California, to: 1) make an equity investment of $3,500; and 2) make a contribution to the loan pool of $35,000, in Bankers’Small Business Community Development Corporation of Orange County, Orange, California.

COM

208.22(d) of Regulation H 208.22(d) of Regulation H

Section V – Availability of CRA public evaluations The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995. The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities. A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank. Federal bank regulators use the following performance levels to rate an institution's performance under CRA: O = Outstanding S = Satisfactory NI = Needs to improve SN = Substantial noncompliance The following state member banks have been examined and their CRA public evaluations are now available. RSSD number None Examination date CRA public date CRA rating Exam type LrgBk SmBk

Institution/Location

Section VI – CRA examinations scheduled for Institution None Location

Quarter of